International Engagement Terms International Engagement Terms Contents

Section 1 Who are we? 3

Section 2 Universal Terms and Conditions 4

Section 3 Additional Osborne Clarke LLP Terms and Conditions 11

Section 4 Additional Osborne Clarke Studio Legale Terms and Conditions 13

Section 5 Additional Osborne Clarke España, S.L.P Terms and Conditions 14

Section 6 Additional Osborne Clarke cvba Terms and Conditions 15

Section 7 Additional Osborne Clarke Rechtsanwälte Steuerberater Partnerschaft mbB Terms and Conditions 16

Section 8 Additional Osborne Clarke SELAS Terms and Conditions 17

Section 9 Additional Osborne Clarke N.V. Terms and Conditions 18

Section 10 Additional Osborne Clarke Terms and Conditions 19

Section 11 Additional Terms and Conditions for Data Sites 20

Date of Document: December 2019

2 Section 1 Who are we?

1. When we refer to “Osborne Clarke” we are referring to one 1.9 Osborne Clarke Advokatfirma AB (Sweden), a limited or more of the member entities of Osborne Clarke Verein, a liability company (aktiebolag) established under the Swiss verein. Osborne Clarke Verein does not itself provide laws of Sweden with registered number 559121-2237 legal or any other services to clients. A list of the member whose registered office is at Grev Turegatan 30, 114 38 entities (each an “Osborne Clarke Verein Member”) is set Stockholm, Sweden. It is a law firm whose shares are out below. directly or indirectly owned by individual professionals who are members of the Swedish Bar Association (Sw. 1.1 Osborne Clarke LLP (England and the USA), a limited Advokatsamfundet). liability partnership registered in England and Wales with registered number OC397443 whose registered office is at 1.10 Zhang Yu & Partners (Shanghai) is a law firm licensed One London Wall, London EC2Y 5EB, UK. It is authorised in China by the PRC Ministry of Justice with its principal and regulated in the UK by the Solicitors Regulation place of business at Suite 708, West Wing, Shanghai Authority and is registered as a recognised body with SRA Centre, 1376 Nanjing West Road, Shanghai, China, 200040. number 619990; 2. Each Osborne Clarke Verein Member is a separate 1.2 Osborne Clarke Rechtsanwälte Steuerberater regulated legal entity providing legal and other Partnerschaft mbB (Germany), a partnership with limited client services in accordance with the laws of the professional liability (Partnerschaftsgesellschaft mit jurisdictions in which it operates. Further details of the beschränkter Berufshaftung), having its seat in Cologne, member entities that provide legal or other services to Germany, registered with the Partnerschaftsregister of clients in each country can be found on our website at Amtsgericht Essen under PR 3776 and having its main osborneclarke.com. registered business adress at Innere Kanalstraße 15, 50823 3. Each Osborne Clarke Verein Member accepts liability for Köln/Cologne, Germany; the provision of services it provides. Unless explicit written 1.3 Osborne Clarke S.L.P. (Spain), a professional private limited agreement is given by each member entity involved, liability company (sociedad de responsabilidad limitada no Osborne Clarke Verein Member is responsible for the profesional) incorporated under the laws of Spain with acts or omissions of, nor has the authority to obligate or registered offices at Av. Diagonal, 477, planta 20, 08036 otherwise bind, any other Osborne Clarke Verein Member. Barcelona, Spain and provided with tax identification 4. The use of the name “Osborne Clarke” and words or number (NIF) B-65697609, registered with the Commercial phrases such as “international legal organisation”, Registry of Barcelona and with the Registry of Professional “firm”, “law firm” or “practice” used in relation to Osborne Partnerships of the Barcelona Bar Association; Clarke Verein or any Osborne Clarke Verein Member 1.4 Osborne Clarke Studio Legale (Italy), a partnership are for convenience only and do not mean that the established under the laws of Italy whose registered office Osborne Clarke Verein or all or any Osborne Clarke is Corso di Porta Vittoria 9, 20122 Milan, Italy (VAT number Verein Members are in partnership together or accept 10924500159); responsibility for each other’s acts or omissions. 1.5 Osborne Clarke cvba (Belgium), a professional private 5. The Osborne Clarke Verein will not be liable for the acts or limited liability company incorporated under the laws of omissions of any Osborne Clarke Verein Member. Belgium with registered offices at Marnixlaan 23 Avenue Marnix, 1000 Brussels; 1.6 Osborne Clarke SELAS (France), a simplified joint stock professional company incorporated under the laws of France with registered offices at 163, Boulevard Malesherbes, 75017Paris, France; 1.7 Osborne Clarke N.V. (The Netherlands), a professional limited liability company incorporated under the laws of The Netherlands with registered offices at IJdok 29, 1013 MM Amsterdam, The Netherlands, registered with the Trade Register of the Chambers of Commerce with registration number 60184965; and 1.8 Osborne Clarke (England and Hong Kong), a general partnership established under the laws of England and Wales whose principal places of business are One London Wall, London EC2Y 5EB ,UK. It is authorised and regulated in the UK by the Solicitors Regulation Authority and is registered as a recognised body with SRA number 618072.

3 Section 2 Universal Terms and Conditions

1. Definitions Joint clients 1.1 Applicable Law(s) means the law, in force at the time of 2.12 You agree to share information freely between you (which delivery, applying to a particular matter. means we may continue to disclose such information between you after your retainer with us has ended) and 1.2 “ Osborne Clarke”, “we”, “us” or “our” means the relevant you are aware that privilege will be retained by you Osborne Clarke Verein Member or entities and any jointly. successors in business of each entity, including a company or limited liability partnership (“LLP”), and any individual 2.13 If one of you does impart confidential information to us member, employee or consultant of such successor. or a currently unforeseen conflict arises we may need to cease acting for one or all of you. 1.3 Regulatory Requirements means the laws which govern the provision of professional services in the jurisdiction in 2.14 If you are unable to resolve a dispute that is material to which they are provided, as well as any other Applicable the instruction we may be unable to continue to act for Laws and any requirements of national or international any of you. regulators. 2.15 If a discrete disagreement arises in respect of a peripheral 1.4 “ You” or “your” means the person or entity named as the aspect of the instruction we will not be able to act for any client in relation to a particular matter. of you in relation to that discrete disagreement. 2.16 Each of you is free to seek separate legal advice on that 2. Applicable terms discrete disagreement. Thereafter you may jointly instruct us on any agreed position that is reached and we will 2.1 Our terms of business (“Terms”) apply to and govern the document the agreed commercial terms. contract between you and us. 2.17 You will retain ownership of your papers jointly. 2.2 All matters are governed by Sections 1 and 2 of these Terms in addition to whichever Section or Sections, after Section 2, are applicable to the Osborne Clarke Verein 3. Compliance with Regulatory Requirements Member entity/entities you instruct. 3.1 In providing services to you we will take the necessary 2.3 The Terms may be amended/supplemented by agreement steps to comply with our Regulatory Requirements, even if in writing (“Engagement Letter”) and such agreement to do so is inconsistent with our Terms. may be further supplemented during a matter in writing 3.2 We are unable to accept an instruction if there is a conflict (“Supplemental Engagement Letter”). of interest or a significant risk of a conflict as prescribed 2.4 The Terms should be read together with our Engagement by our Regulatory Requirements and/or the requirements Letter and, if applicable, our Supplemental Engagement of our regulators. Letter: together they form the contract. In the event of a 3.3 If you are or become aware of an actual or potential conflict, the latest engagement letter will prevail. conflict you must inform us without delay. 2.5 Our Terms also incorporate additional information 3.4 There are certain limited exceptions where we may be prescribed by Regulatory Requirements which is detailed able to act for two or more clients; where this is permitted on our website and referenced in these Terms (“Regulatory pursuant to our Regulatory Requirements we will not act Information”). unless we have the consent of all parties. 2.6 The contract will come into force at the moment when you confirm the Engagement Letter (orally or in writing Money laundering identity evidence or electronically or tacitly) or at the moment when the services are commenced. 3.5 The law on anti-money laundering and counter terrorist financing requires us to obtain satisfactory evidence 2.7 These Terms and/or the Regulatory Information may be of your identity and source of funds as related to any updated from time to time and we will draw your attention transactions and/or the payment of our bills; and to verify to this via notices in our email footers. We may not send a that information and keep it up to date. We may request tailored communication to notify you. you to assist us with this process. 2.8 Updates to the Regulatory Information will prevail over the 3.6 You agree that we can, if necessary, carry out a credit version previously provided. search against you. 2.9 If you engage us to act for you in any new matter 3.7 If we cannot comply with the Regulatory Requirements following such update, then such new engagement will we reserve the right to cease working for you. Where be on the terms of the most recent version of our updated permitted, we will give you reasonable notice. Terms. 3.8 Do not send money to us unless expressly requested by us 2.10 If you require a hard copy of these Terms or any to do so. If you do send money prior to our request and we webpages referenced from time to time please let us have not yet met our Regulatory Requirements, we may: know. 3.8.1 need to stop working for you and make a money 2.11 In the event that our Engagement Letter changes we will laundering disclosure to the relevant authority; and/or inform you in writing. 3.8.2 not be able to return those funds to you. 3.9 Do not disclose our bank details to a third party without our written consent.

4 3.10 We may terminate the provision of any services to you, or 4.4.3 unless explicit written agreement is given by each be instructed to do so by the relevant authorities, if you fail Osborne Clarke Verein Member involved, any to provide evidence of identity or if we suspect that you or combination of Engagement Letters is not intended any other party connected with you is involved in activities to override Section 1 of these Terms and create a proscribed by the Applicable Laws. responsibility in the primary entity for the acts or omissions of any other Osborne Clarke Verein Member. 3.11 If, while we are acting for you, it becomes necessary to make a money laundering disclosure, because we know 4.5 Unless otherwise agreed, we may engage third parties or suspect that a transaction involves money laundering and incur their charges as agent on your behalf. or terrorist financing, we may not be able to inform you 4.6 You agree we may outsource certain services to third party that a disclosure has been made or the reasons for it. We organisations. may have to stop working on your matter for a period of time and may not be able to tell you why. 4.6.1 You will ensure that we are informed without delay of facts and circumstances which may be relevant in connection 3.11.1 We cannot accept any liability for loss where it arises as with the proper performance of our services. a result of any such disclosure to the authorities made in good faith. 4.6.2 Neither party to these Terms may transfer the rights and obligations arising from or related to the Terms to a third 3.11.2 Where the law permits us to do so, we will tell you about party without the other’s express written permission, except any potential money laundering problem and explain as provided in clause 16. what action we may need to take.

Bribery 5. Fees, costs and money 3.12 Neither you nor we shall undertake any act that would Our fees cause the other party or its affiliates to be in violation of 5.1 The nature of our fees will be set out in our Engagement any anti-bribery and corruption laws and regulations Letter. and any legislation or regulations of equivalent or similar nature in any other jurisdiction. 5.2 If you want to put a limit on the fees we incur please let us know. 4. Our services 5.3 Unless otherwise agreed: 4.1 The scope of a matter (and any changes) will be agreed 5.3.1 an hourly rate is charged for each professional (reflecting with you. We have no obligation to advise on issues their level of experience). Rates are reviewed periodically; outside of the agreed scope. 5.3.2 we charge for the time spent on a matter; 4.2 We will determine how and by which person or persons the services will be performed. If the Engagement Letter 5.3.3 we may charge extra if the work is particularly complex: provides that specifically named persons will perform the we will agree this with you, in writing, in advance; services, we will make reasonable efforts to ensure that 5.3.4 extra fees may be charged if we: these persons perform the services. We have the right to replace the persons named in the Engagement Letter by • carry out work after completing the matter, such as persons of comparable expertise. company filings, 4.3 If a matter requires professional services in a jurisdiction • send any reports we produce for you to a third party, other than the one where the initially instructed entity is and located, we will, unless advised otherwise, instruct one of • give you use of our own know-how. the Osborne Clarke Verein Members on your behalf. 5.4 Our charges are not contingent and are payable whether 4.4 Where such instruction takes place, we will issue or not a matter is concluded. a Supplemental Engagement Letter to you. For the avoidance of doubt, this may result in the services to be 5.5 If you have jointly instructed us, both you and the other done by the secondary entity being described in a distinct party will be jointly and severally liable for the payment appendix in that Supplemental Engagement Letter and of the invoice amount or as otherwise agreed in writing where this is the case: with us. 4.4.1 in relation to the work done by the primary entity, the Estimates relevant Sections of these Terms are Sections 1 and 2 of this document in addition to whichever Section, after Section 2, 5.6 Any estimate provided is a guide; it is not a quote or an is applicable to that primary entity; and offer to provide services at a fixed fee. 4.4.2 in relation to the work done by the secondary entity, the 5.7 We review estimates regularly and, if applicable, we will relevant Sections of these Terms are Sections 1 and 2 of this update an estimate in writing. document in addition to whichever Section, after Section 2, is applicable to that secondary entity; and 5.8 Estimates are exclusive of disbursements, expenses and any other provided services which may be ancillary to the matter. 5.9 The amount invoiced by us may differ from earlier estimates.

5 Disbursements and other charges 5.20 If a third party is paying your bill please advise us as soon as possible. You will remain responsible if they do not 5.10 We may add the following to our fees: pay. We may request written confirmation that they have 5.10.1 disbursements including, but not limited to: agreed to pay our bill. • any amount charged to us by third parties for their 5.21 We may stop working on your matter, if you do not make a services associated with the matter; requested payment on account, or if payment of any bill is overdue. • mandatory fees incurred in the matter, including court fees, government taxes, notary and registrar fees, sworn 5.22 We reserve the right not to complete the engagement if all translation costs, search fees, etc.; sums due have not been paid in full. In such cases, we will do our best to notify you immediately. • expenses incurred by us such as travel costs/ accommodation; and 5.23 We may also discharge any outstanding bills from funds that we receive or hold on your behalf. If we have to take • if we carry out work for you outside normal working proceedings against you because you do not pay our bill, hours we may charge you for reasonable travel and we will ask the court to order you to pay all of the costs that subsistence costs that we incur as a result. we incur as well as the sum outstanding and any interest. 5.10.2 internally provided services, including photocopying, 5.24 If we receive payment of your bill(s) from an unknown scanning, conference calling facilities and CHAPS third party we may need to stop working and make a payments; money-laundering disclosure in line with Regulatory 5.10.3 the cost of additional administration in relation to our Requirements. engagement which is a Regulatory Requirement given the 5.25 Please contact us if you require our billing process to be nature of the matter or your legal status; and customised to suit your internal administrative processes. 5.10.4 document storage and retrieval costs, where appropriate. We will endeavour to comply but, in the event we cannot, this will not exempt you from payment. 5.11 If necessary we may obtain external reports to discharge our obligations in respect of money-laundering/credit 5.26 Where you have asked us to provide you with electronic checking purposes. We may charge you for any costs that bills via a third-party supplier of e-billing services, we we incur. will not be liable to you or any third party for any loss or damage suffered as a result of any act, omission, 5.12 Unless otherwise agreed with you, our engagement does fraud, delay, negligence, insolvency or default of any not include providing a formal legal opinion letter or such supplier or that of the directors, officers, employees, audit letter to you or any third party. We may charge you agents or representatives of any supplier. for any costs that we incur. Methods of payment Money on account 5.27 We do not accept cash from clients. If you deposit cash 5.13 We may request, at any time, that you pay all or part of directly with our bank we reserve the right to charge you our estimated or agreed fee and/or disbursements before for any additional checks necessary to prove the source of work is undertaken. the funds. 5.14 If this payment is not made, we reserve the right to stop 5.28 If we pay money to you, it will be paid by cheque or bank working and charge for work we have done. transfer. It will not be paid in cash or to a third party. 5.15 If we act for a limited liability entity we may require additional security for our costs (including in the form of 6. Exclusions of liability guarantees from the directors). We will advise you if this is required. 6.1 Subject to clauses 7 and 8 we will not be liable for: 5.16 If our fees and/or disbursements are less than any sum 6.1.1 any indirect loss or damage; or paid in advance we will return the money to you unless 6.1.2 any loss of profit, income, production costs; or prevented by a Regulatory Requirement. 6.1.3 any other such indirect losses howsoever described, Billing whether in contract, tort, statute or otherwise and howsoever caused. 5.17 Unless otherwise agreed in writing, we will bill you on an interim basis: monthly; at the end of our financial year; 6.2 Subject to clause 8 we will not be liable for any advice or on completion of your matter; and whenever extra fees, opinion given to you by any third party (whether or not disbursements and costs as previously described are recommended, nominated or instructed by us as agent on incurred post-completion. your behalf). 5.18 Our bills will clearly show how the fee is made up. 6.3 We will not be liable for any loss suffered by you as a result of the fact that you or any third party: 5.19 Our bills are payable on delivery. If there is a delay in paying our bill we reserve the right to charge you interest 6.3.1 did not inform us in good time of, or withheld from us, facts on the amount of the bill or any part that remains unpaid and circumstances that may be relevant in connection (including disbursements) with effect from the expiry of with the proper performance of the engagement; and one month from the date of the bill until it is paid. 6.3.2 misrepresented the facts.

6 7. Limitation of liability 7.12 If we instruct another professional adviser on your behalf we will act as your agent and will not be liable for their 7.1 Please review the limitations set out below. We can discuss advice, omission or negligence. varying the limitations with you, but we reserve the right to vary our fees accordingly. 7.13 If other professional advisers are instructed on a matter we are working on our liability for any loss or damage Liability cap suffered due to a breach of any duty owed to you shall be limited to such sum as we ought reasonably to pay having 7.2 Where we have agreed a liability cap with you this is a regard to our responsibility for that loss or damage, on the maximum aggregate liability in respect of all claims in basis that: contract, tort or otherwise arising out of the performance/ non-performance of our engagement, unless otherwise 7.13.1 we will not be liable for losses that may be attributable specifically agreed. to the other professional advisers (whether or not such persons or organisations have limited or excluded their 7.3 Where no liability cap is specified in the Engagement liability); and Letter, it will be £50 million (GBP). 7.13.2 such other professional adviser(s) will be deemed to have 7.4 If you have instructed us jointly with another party and/or paid to you such contribution as may be appropriate where we agree that someone else may rely on our advice having regard to the extent of their responsibility for such to you, the cap will represent our total liability to all of you. loss or damage. In the absence of agreement it will be a matter for either: you; the court; or an arbitrator to decide how the cap will 7.14 Please ensure that other professional advisers acting for you: be divided. 7.14.1 have not limited their liability to reduce the damages recoverable from them; and Osborne Clarke Verein Members 7.14.2 have adequate insurance cover. 7.5 If more than one Osborne Clarke Verein Member is advising you, the liability cap for each entity will be set 7.15 We will, if requested, review and advise on the contractual out in its respective Engagement Letter. terms of any such professionals, and will agree the potential fee that we will charge you for this service in 7.6 Where no liability cap is specified in the Engagement advance of us undertaking the work. Letter, it will be £50 million (GBP) per entity.

7.7 We will decide how any sum payable to you as a result of 8. Exceptions a successful claim by you against one or more Osborne Clarke Verein Members will be divided between those 8.1 Nothing in these Terms exempts us from liability arising entities. from our fraud or where Regulatory Requirements prohibit the exclusion of such liability. Third parties 7.8 Unless otherwise specifically agreed with you in writing: 9. Confidentiality, data protection and disclosure 7.8.1 any documentation prepared by us and provided to you 9.1 You and we will comply with applicable data protection or advice given to you by us is intended solely for your legislation in relation to any personal information you own use and is not intended to be given to or relied upon share with us. by any other person unless agreed by us in writing; 9.2 You will only provide us with personal information if 7.8.2 we will not be liable to any third party for any loss they such information is required in order for us to discharge claim to have suffered in the event that they receive a our contractual obligations to you, or we request such copy of, read or act upon our advice to you; and personal information from you. In respect of any personal information you share with us you shall ensure that such 7.8.3 no person other than you has any right or entitlement in personal information is accurate and up to date, that relation to our Engagement Letter with you. you have necessary authority from the data subject(s) 7.9 If you ask us to treat a third party as a joint client for the for us to use and transfer it in respect of the matter purposes of enabling them to pay the bill, you agree that that we are working on for you, and that the data they will consent in writing to waive their rights to claim subject(s) have been given a copy of our Privacy Policy: for the work we have performed for you. osborneclarke.com/website-privacy. Other professional advisers – proportionate liability 9.3 In providing legal services we will generally act as a data controller and, we may process personal information 7.10 If you instruct other professional advisers on a matter we for the purposes of any of: (i) providing the services; are working on you are responsible for ensuring: (ii) maintaining and using IT systems; (iii) quality, risk and client management activities; (iv) providing you 7.10.1 such instruction is complete and accurate; and with information about us and our range of services; 7.10.2 any product created by either that professional or us is and (v) complying with any requirement of law, shared as appropriate. regulation or a professional body of which we are a member. Please see our Privacy Policy for further details: 7.11 We will inform you in advance if we propose to instruct a osborneclarke.com/website-privacy. professional adviser on your behalf, unless that adviser has been selected by you.

7 9.4 We may transfer personal information shared with us to 12. Security of electronic documents other Osborne Clarke Verein Members, subcontractors 12.1 We may communicate with each other by means of and IT service providers in relation to any of the purposes electronic mail (email). as set out in clause 9.3. Some of these recipients may be located outside the European Union. Such transfers 12.2 We have taken reasonable steps to ensure that our will only be made if there is a lawful basis for doing so, information and communication systems are secure. including transfers to a recipient who is: (i) in a country which provides an adequate level of protection for 12.3 We cannot guarantee our systems are safe from attack or personal information; or (ii) under an agreement which that electronic communications between you and us will covers the EU requirements for the transfer of personal be secure, virus free or successfully delivered. information to data processors outside the EU. 12.4 We do not accept liability if electronic communications 9.5 To the extent we act as a data processor in relation to are intercepted, delayed, corrupted or not received or personal information transferred to us, we will: (i) process received by persons other than the intended recipient. it only on your lawful written instructions; (ii) implement appropriate technical and organisational measures 13. Documents designed to ensure its security; (iii) impose confidentiality obligations on personnel not subject to the regulatory duty 13.1 If we take papers out of storage in relation to continuing of confidentiality; (iv) transfer it only to sub-processors (as or new instructions to act for you, we will not normally set out in our privacy policy) under a written contract which charge you for such retrieval. imposes obligations equivalent to those in this clause 9.5 13.2 We may charge you for: and you authorise us to transfer your personal data to them; (v) provide you with reasonable assistance in carrying out 13.2.1 time spent producing stored papers that are requested; any legally required data protection impact assessments, and/or complying with the rights of data subjects and complying 13.2.2 reading, correspondence or other work necessary to with your own data security obligations under applicable comply with your instructions in relation to the retrieved data protection legislation; (vi) notify you without undue papers; and/or delay after becoming aware of a breach in respect of it; (vii) subject to any legal or regulatory obligation, on your 13.2.3 expenses we incur, which may include: making copies of request either return or destroy it when the agreement retrieved documents; arranging specialised secure storage ends; and (viii) on your written request, provide you with facilities; or storage of large volumes of documents. reasonable information necessary to demonstrate our compliance with this clause 9.5, which may include any 13.3 If outstanding fees are owed to us we are entitled to keep available third party security audit reports. all of your documents until such fees are paid. 9.6 The scope of our obligations as to disclosure in respect of 13.4 If we act for you as a joint client, you are entitled how we collect, use and retain personal information, is along with the other joint client to receive copies of all set out in our Privacy Policy on our website at documents in relation to your matter and to inspect any osborneclarke.com/website-privacy. documents that we are storing.

Document retention 10. Intellectual property 13.5 We retain data held in soft and hard copy formats for a 10.1 We reserve all rights in respect of products of the mind that period of 12 years, subject to exemptions for certain work we use or have used, or develop or have developed, in types. If you require further information please let us know. performing the services. 13.6 You understand that you should safeguard any documents 10.2 You are expressly prohibited from reproducing, disclosing which you retain which are likely to be required for or exploiting the products referred to in clause 10.1 above. disclosure. 10.3 We may use, continue to develop and exchange with other Osborne Clarke Verein Members the knowledge, 14. Law and regulation experience and general skills acquired by us as a result of performing the services. Consumer Contracts Regulation 14.1 If you are acting for purposes outside your trade, business, 11. Insider lists craft or profession, and your instructions have not been given to us at a face to face meeting at one of our offices, 11.1 If you need to maintain an insider list and believe that we you have the right to cancel your instructions within 14 are in possession of inside information (as defined under days from the day you enter into a contract with us to Applicable Law) in connection with any matter on which provide services based on those instructions. we are instructed, please let us know as soon as possible. 14.2 You will lose this right to cancel if you’ve expressly 11.2 We agree to maintain a list of our staff in possession of the requested we provide services during the cancellation inside information and, upon request, to provide a copy to period and they have been fully performed before you you as soon as reasonably practicable. inform us of your intention to cancel. 11.3 We will take reasonable steps to ensure that any person whose name is on the list is aware of the legal and regulatory duties entailed and of the sanctions for misuse or improper circulation of such information.

8 14.3 If you wish to cancel your instructions you may use the Surviving clauses form on our website at osborneclarke.com/CCR or contact 14.12 All rights and obligations arising from the Terms and the person who is detailed in your Engagement Letter as Engagement Letter that, by their implication, are intended being responsible for the overall supervision of the work. to continue in force after termination of the services will 14.4 If you cancel and: remain in full force between us and you after the services have ended. 14.4.1 we have not at your express request started to provide services before the end of the 14 day cancellation period, Governing law you will (where applicable) receive a refund of any fees paid on account; 14.13 These Terms are governed by the law in the jurisdiction of incorporation of whichever Osborne Clarke Verein 14.4.2 we have at your express request provided services during Member you instruct. the 14 day cancellation period, you will be required to pay for all services provided up to your cancellation 14.14 Where you instruct more than one Osborne Clarke Verein request. Where you have made a payment on account, Member, these Terms will be governed by the relevant you will in this case receive a refund of this payment less member’s jurisdiction of incorporation in relation to the any fees due for services provided. scope of their instruction as per clause 4 of Section 2 above. 14.5 Unless prevented by a Regulatory Requirement, any refund will be processed without undue delay, and at 14.15 Any dispute or legal issue arising from these Terms will be the latest within 14 days of cancellation, and will be determined by the law of the jurisdiction of incorporation reimbursed using the same method as you used to make of whichever Osborne Clarke Verein Member you instruct, the payment on account (unless agreed otherwise).You and considered exclusively by that jurisdiction’s courts. will not incur any fees as a result of the re-imbursement. 14.16 Where the dispute covers more than one Osborne Clarke Verein Member, each part of the dispute must be pursued Ending this agreement against the relevant member separately. 14.6 You may end your instructions to us in writing at any time. 14.7 We may only stop acting for you if there is a good reason, 15. Severability for example: 15.1 Each of the clauses in these Terms is severable and 14.7.1 if we cannot get clear instructions from you; distinct. 14.7.2 if you do not pay an interim bill; 15.2 In the event that any of the clauses (either in whole or part) in these Terms is rendered illegal, void or 14.7.3 if you do not provide us with money on account which we unenforceable the remaining clauses will remain have requested; enforceable. 14.7.4 if you do not provide us with timely instructions; 14.7.5 if you give instructions inconsistent with the law and refuse 16. Changes to our business to accept that this is the case; 16.1 If we merge with another firm or transfer our business to a 14.7.6 if you do not accept reasonable advice; or limited company, a partnership or an LLP: 14.7.7 if there is a conflict of interest (including both those which 16.1.1 this arrangement, and all rights and liabilities arising were pre-existing prior to instruction but which were not from it, will automatically transfer to that new entity or detected and those which are created during the course entities; and of the matter). 16.1.2 any advice which we give to you after that point will be 14.8 We must give you reasonable notice that we will stop the responsibility of the company or LLP and not that of acting for you. any individual member employee, or consultant. 14.9 If you or we decide that we should stop acting for you, you will pay our charges up until that point. 17. Complaints and dispute resolution 14.10 Unless otherwise agreed in writing, there is no obligation 17.1 If you have a complaint or any other issue concerning the for us to: services you have received, including a complaint about a bill or information regarding your rights, our complaints 14.10.1 update the advice or reports provided to you after the procedure and whom to contact is detailed on our website matter completes to reflect changes in the law or if your osborneclarke.com/complaints. circumstances change after they have been issued; or 17.2 Notwithstanding anything set out in these Terms, we shall 14.10.2 notify you of any change in law which renders the advice have the right at any time to: no longer correct or appropriate. 17.2.1 serve any form of demand or notice or commence or 14.11 Any advice, opinion, statement of expectation or continue with any bankruptcy, winding up or other recommendations given by us as part of the services will insolvency proceedings against you; be under no condition or circumstance whatsoever be construed as a guarantee with respect to future events or 17.2.2 seek an order or award (whether interim or final) circumstances. restraining you from doing any act or compelling you to do any act;

9 17.2.3 seek a judgment or award for a liquidated sum to which there is no arguable defence; or 17.2.4 seek the enforcement of any agreement reached with you or any binding order, award, determination, judgment or decision made against you. 17.3 You agree that we may disclose your file to our insurers and/or brokers where circumstances are to be notified in relation to your matter. 17.4 We may also disclose information about your matter to our insurers and/or brokers in order to determine whether circumstances should be formally notified, and in other circumstances where we are unclear as to whether work on which you instruct us is covered by our professional indemnity insurance.

10 Section 3 Additional Osborne Clarke LLP Terms and Conditions

1. Applicable Terms 3.9 A full copy of our Interest Policy is available on request or via our website at: osborneclarke.com/regulatorynotices. 1.1 Clause 2.4 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following 3.10 If we change banks in the future, you will be notified via clauses 1.2 and 1.3 of this Section as additional sub- your annual statement. clauses to clause 2.4. Contentious work – costs risk warning 1.2 These Terms constitute the contract between you and us and supersede all previous negotiations, understandings 3.11 If court proceedings are issued in a matter on which we and correspondence. act for you, you will be responsible for paying our charges in full, even if these are greater than the amount you may 1.3 Any advice given by any individual member, employee or recover from another party to the proceedings. consultant is the responsibility of Osborne Clarke and not the individual. 3.12 If you win the case: 1.4 The term “Director” when referring to an Osborne Clarke 3.12.1 your opponent may be ordered to pay your costs. professional means a senior professional who is not a However, such an order rarely covers all costs: it is very partner nor a director of a company. difficult to predict, but 65% would be a good result in most cases; 2. Compliance with Regulatory Requirements 3.12.2 there is also the risk that your opponent may not be able to pay your costs; and 2.1 Clause 3 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following 3.12.3 if your opponent is receiving funding from the Legal Aid clauses 2.2 to 2.4 of this Section. Agency it is unlikely you will be awarded costs. 2.2 We are not authorised or regulated by the Financial 3.13 Also, if you enter into litigation funding arrangements with Conduct Authority (“FCA”). us, insurers or other entities, the costs of setting up and maintaining such arrangements are not recoverable from Diversity your opponent. 2.3 Osborne Clarke is committed to promoting equality and 3.14 If the court orders another party to pay some or all of your diversity in all of its dealings with clients, third parties and costs, you may also claim interest on those costs from the employees subject to compliance with Applicable Laws. date of the court order. We will pay over to you the interest on any of our charges or expenses that you have paid by 2.4 Please contact us if you would like a copy of our Equality then, but we are entitled to keep the rest of the interest. and Diversity Policy. 3.15 If you lose your case, you will probably have to pay most of your opponent’s costs (and possibly interest on them) as 3. Fees, costs and money well as all of your own. 3.1 Clause 5 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following Contentious work – paying for your costs clauses 3.2 to 3.17 of this Section 3. 3.16 Conditional fee agreements (“CFAs”) and damages based agreements (“DBAs”): Our fees 3.16.1 CFAs are complex agreements, in which professionals 3.2 Unless agreed otherwise in the Engagement Letter, time is agree to share some of the risks of the case. This is done recorded and billed in units of six minutes. by charging some or all of their fees only if the clients win. CFAs change the relationship between professionals and Disbursements and other charges clients and are, therefore, not always appropriate. 3.3 VAT will be charged at the appropriate rate. 3.16.2 If you ask us to, we will assess whether we would be 3.4 We are only permitted to issue a VAT invoice to the prepared to offer to enter into a CFA or DBA with you. beneficiary of our services. 3.16.3 Another firm of solicitors may be willing to enter into a CFA or DBA with you where we would not. Billing 3.17 Insurance: 3.5 Our hourly rates are reviewed every May. 3.17.1 If you have legal expenses cover (this is often a benefit in 3.6 The rate of interest that we charge is the rate payable for general insurance policies), please let us know as soon as judgment debts under the Late Payment of Commercial possible so that we can discuss your cover with the insurer Debts (Interest) Act 1998 and is payable on demand. before we do any work.

Your money and our policy on payment of interest 3.17.2 If we carry out any work for you before making a claim under the policy, it is unlikely that the insurer will pay the 3.7 When we receive money from you or on your behalf, we fees and so you will be responsible for them. pay it into a general client account. 3.17.3 You may be able to buy insurance to cover any costs you 3.8 We will send you an annual statement setting out the sums may have to pay. Please let us know if you wish to discuss which we hold for you. this.

11 3.18 Other potential funding: Mortgage fraud 3.18.1 In some cases other funding may be available, for 5.7 Where we are acting for you and your proposed lender example from associated companies or from commercial in any transaction, we have a duty to fully reveal to litigation-funding companies. Please let us know if you your lender all relevant facts about the purchase and would like to discuss. mortgage. This includes any differences between your mortgage application and information we receive during 3.18.2 As a commercial law firm, we do not undertake publicly the transaction and any cash back payments or discount funded work, or advise on your potential eligibility for schemes that a seller is giving you. public funding. If you are an individual and at any stage you believe you may be entitled to public funding please let us know and we will be happy to assist you in locating 6. Documents an alternative solicitor. 6.1 Clause 13 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following 4. Limitation of liability clause 6.2 of this Section. 4.1 Clause 7 of Section 2 – Universal Terms and Conditions 6.2 You understand that you should safeguard any documents of these Terms will be amended to include the following which you retain which are likely to be required for clauses 4.2 and 4.3 of this Section. disclosure. 4.2 Regardless of any other provision in these Terms or in our Engagement Letter, the limit of our liability to you will not 7. Law and regulation be less than the Solicitors Regulation Authority’s minimum 7.1 Clause 14.15 of Section 2 – Universal Terms and Conditions limit of insurance cover, currently £3 million (GBP). of these Terms will be amended to include the following clause 7.2 of this Section. Third parties 7.2 The Court of England and Wales shall have exclusive 4.3 Unless otherwise specifically agreed with you in writing, jurisdiction for any dispute arising out of these Terms. no person other than the addressee of this Engagement Letter has any right or entitlement in relation to our retainer with you by virtue of the Contracts (Rights of Third 8. Complaints and dispute resolution Parties) Act 1999 or otherwise. 8.1 Clause 17 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following 5. Confidentiality, data protection and disclosure clauses 8.2 to 8.4 of this Section. 5.1 Clause 9 of Section 2 – Universal Terms and Conditions 8.2 Subject to clause 17.2.4 of Section 2 – Universal Terms and of these Terms will be amended to include the following Conditions of these Terms, all: clauses 5.2 to 5.7 of this Section. 8.2.1 claims, rights and/or causes of action you may have against us; and Tax avoidance schemes 8.2.2 complaints and other disputes not resolved under clause 5.2 Changes to tax laws mean that advisers must notify 17.1 HM Revenue & Customs when they become involved in promoting certain tax schemes. shall be referred to arbitration. 5.3 In order to comply with our legal obligations we also 8.3 Arbitration will be in London before a sole arbitrator. reserve the right to make a notification if we reasonably 8.4 The arbitrator shall be Queen’s Counsel, or a barrister of believe that we should and in such way we believe is not less than 15 years’ call, to be agreed between you and appropriate. us or, in default of agreement, appointed by or on behalf 5.4 If such a situation arises, we will inform you about any of the Chairman of the Bar. such disclosure in advance to the extent we are permitted to do so by law or applicable regulation.

Solicitors Regulation Authority (“SRA”) 5.5 The SRA may conduct audit or quality checks on our practice. They are required to maintain confidentiality in relation to your files.

ISO accreditors 5.6 ISO accreditors may carry out quality checks on our practice. They are required to report to ISO on their findings and are required to maintain confidentiality in relation to your files.

12 Section 4 Additional Osborne Clarke Studio Legale Terms and Conditions

1. Fees, costs and money 1.1 Clause 5 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following clauses 1.2 and 1.3 of this Section.

VAT, disbursements and other charges 1.2 In addition to those in clause 5.10 of Section 2, we will add the following to our fees: 1.2.1 stamp duty or registration charge we may have to pay on your behalf to any notary, or Companies Register, or Court; 1.2.2 social security charges; 1.2.3 VAT where applicable; 1.2.4 Contributo Unificato: according to Italian law this court fee is due prior to commencing proceedings. The relevant amount must be paid by you before commencement of proceedings; and 1.2.5 Tassa di registrazione: this registration tax is payable in order that an order of the Italian courts becomes definitive and/or enforceable. Given that the amount may be considerable we suggest this is discussed with the partner dealing with your work.

Billing 1.3 The invoice, as provided by applicable law, will be issued following receipt of payment. If your IT systems require the issue of the invoice at an earlier date please inform us immediately, undertaking to make payment of our invoice within the end of the month in which the same is issued. If you are resident outside Italy an invoice will be issued directly.

2. Limitations of liability 2.1 Clause 7 of Section 2 – Universal Terms and Conditions of these Terms is integrated with the following clause 4.2 of this Section. 2.2 Our liability towards you cannot be limited in the cases provided by article 2236 Italian Civil Code

3. Documents 3.1 Clause 13.3 of Section 2 – Universal Terms and Conditions of these Terms will be deleted in respect of our services.

4. Law and regulation 4.1 Clause 14.15 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following clause 4.2 of this Section. 4.2 The Court of Milan shall have exclusive jurisdiction for any dispute arising out of these Terms.

13 Section 5 Additional Osborne Clarke España, S.L.P Terms and Conditions

1. Fees, costs and money 1.1 Clause 5.3.1 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following clause 1.2 of this Section. 1.2 Our hourly rates are reviewed every January 1st.

2. Law and regulation 2.1 Clause 14.15 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following clause 2.2 of this Section. 2.2 In the event of a dispute arising under the Engagement Letter or these Terms, the parties agree to settle such dispute in the City of Barcelona by submitting the dispute to arbitration administered by the Arbitral Court of the Barcelona Bar Association (TACAB – Tribunal Arbitral del Ilustre Colegio de Abogados de Barcelona) under its internal arbitration rules. The award rendered by the arbitrator shall be binding upon the parties.

3. Limitation of liability 3.1 Where no liability cap is specified in the Engagement Letter, our liability shall not exceed three times the fees you paid for the performance by our office of the work described in the Engagement Letter.

14 Section 6 Additional Osborne Clarke cvba Terms and Conditions

Where you instruct us in Belgium the following Additional Terms apply.

2. Limitation of liability 2.1 Clause 7.3 of Section 2– Universal Terms and Conditions of these Terms will be amended by the following clause 2.2 of this Section. 2.2 Where no liability cap is specified in the Engagement Letter, it will be an amount of €3,000,000 (EUR).

3. Documents 3.1 Clause 13 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following clause 3.2 of this Section. 3.2 Subject to the conditions set out in the deontology rules of the relevant Bar Association we are not entitled to keep all of your documents until outstanding fees owed to us are paid.

4. Complaint and dispute resolution 4.1 Clause 17 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following clauses 4.2 to 4.4 of this Section. 4.2 For any claim, complaint or other disputes related to the amount of our fees, the alternative dispute resolutions of the relevant Bar Association shall apply and the opinion of the relevant Bar Association authorities must be obtained prior to initiating judicial procedures against us. 4.3 For any claim, complaint or other disputes related to our criminal or civil liability, the Courts of Brussels shall have exclusive jurisdiction. 4.4 For any claim, complaint or other disputes related to our disciplinary liability, the rules of disciplinary proceedings of the relevant Bar Association shall apply.

15 Section 7 Additional Osborne Clarke Rechtsanwälte Steuerberater Partnerschaft mbB Terms and Conditions

Where you instruct us in Germany the following Additional Terms apply.

1. Fees, costs and money 1.1 Clause 5 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following clauses 1.2 to 1.4 of this Section. 1.2 The Terms set out in clause 5 do not apply to the extent they contradict German statutory law, in particular BRAO, and StBVV. 1.3 Clause 5.3.1 is not applicable. 1.4 With regard to clause 5.13, we will request only appropriate parts of our estimated and/or agreed fees before work is undertaken.

2. Limitation of liability 2.1 The Terms set out in clause 6 and clauses 7.1 to 7.4 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following clauses 2.2 and 2.3 of this Section. 2.2 Clause 6 and clauses 7.1 to 7.4 do not apply if they contradict German statutory law, in particular sec. 52 BRAO. 2.3 Clause 6 is subject to the following clarifications: 2.3.1 Our liability is only excluded in cases of ordinary negligence but not in cases of gross negligence or intent. 2.3.2 Furthermore, liability is not excluded in cases of violation of life, body or health. 2.3.3 With regard to clause 7.13, joint liability will not be excluded in those cases where the preconditions of joint liability as determined in sec. 421 of the German Civil Code are applicable.

3. Document retention 3.1 We retain data held in soft and hard copy formats for a period of 10 full calendar years after completion of the matter in deviation from clause 13.5 of Section 2 – Universal Terms and Conditions.

16 Section 8 Additional Osborne Clarke SELAS Terms and Conditions

Where you instruct us in France the following Additional Terms 3. Exclusions of liability apply. 3.1 Clause 6 of Section 2 – Universal Terms and Conditions of these Terms is replaced by the following clause 3.2 of this 1. Fees, costs and money Section. 1.1 Clause 5.3.1, 5.5, 5.17, 5.19, 5.22 and 5.23 of Section 2 – 3.2 Subject to clauses 8 and 12 we will not be liable for: Universal Terms and Conditions of these Terms will be replaced by the following clauses 1.2 to 1.7 of this Section 3.2.1 immaterial damages whether consequential or not; as applicable. 3.2.2 indirect damages such as loss of opportunity, loss of contract, loss of profit, loss of income, loss of margin, loss Our Fees of production, loss of goodwill, loss of data, interruption of 1.2 If you have jointly instructed us, both you and the other business or any damage to your reputation; or party will be jointly and severally liable, pursuant to 3.2.3 any other such indirect losses howsoever described and Article 1200 of the French Civil Code, for the payment of the howsoever caused. invoice amount or as otherwise agreed in writing with us.

Billing 4. Exceptions 1.3 Unless otherwise agreed in writing, we will bill you on a 4.1 Clause 8 of Section 2 – Universal Terms and Conditions of monthly basis. these Terms will be replaced by the following clause 4.2 of this Section. 1.4 Our bills are due for payment on delivery. 4.2 Nothing in these Terms exempts us from liability 1.4.1 If there is a delay in paying our bill, we are legally entitled arising from intent, fraud, gross negligence, breach of € to charge you a 40 (EUR) recovery indemnity as well fundamental obligations arising out or resulting from as interest on the amount of the bill or any part which these Terms or of Applicable Law or where Regulatory remains unpaid (including disbursements). Requirements prohibit the exclusion of such liability. 1.4.2 The rate of interest that we charge is three times the legal interest rate. 5. Documents 1.4.3 If you are a consumer, you will not be required to pay the 5.1 Clause 13.3 of Section 2 – Universal Terms and Conditions € 40 (EUR) recovery indemnity. of these Terms does not apply with respect to your 1.5 We may also discharge, with your prior written approval, relationship with Osborne Clarke SELAS. any outstanding bills from funds which we receive or hold on your behalf. 6. Complaints and dispute resolution 1.6 If we have to take proceedings against you because 6.1 Clauses 17.2 and 17.3 of Section 2 – Universal Terms and you do not pay our bill, we will ask the Bâtonnier of the Conditions of these Terms are replaced by the following Paris Bar Association or the President of the Paris Court of clause 6.2 of this Section. Appeal as applicable, to order you to pay all of the costs that we incur as well as the sum outstanding and any 6.2 All: interest. • claims, rights and/or causes of action you may have 1.7 Pursuant to Regulatory Requirements, we will not accept against us; and payment of your bill(s) from an unknown third party. • complaints and other disputes not resolved under clause 17.1 2. Limitation of liability shall be referred to the Civil Courts of Paris to the exclusion 2.1 Clauses 7.2 and 7.3 of Section 2 – Universal Terms and of disputes or claims related to fees which are subject to Conditions of these Terms are replaced by the following the exclusive jurisdiction of the Bâtonnier of the Paris Bar clauses 2.2 and 2.3 of this Section. Association or of the first President of the Paris Court of Appeal. Liability cap 2.2 Where we have agreed a liability cap with you this is a maximum aggregate liability in respect of all claims arising out of the performance/non-performance of our Engagement Letter, unless otherwise specifically agreed. 2.3 Where no liability cap is specified in the Engagement Letter, our liability shall not exceed three times the fees you paid for the performance by our office of the work described in the Engagement Letter.

17 Section 9 Additional Osborne Clarke N.V. Terms and Conditions

Where you instruct us in the Netherlands the following Additional Terms apply.

1. Disbursements and other charges 1.1 Clause 5 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following clause 1.2 of this Section. 1.2 In addition to the disbursements and charges described in clause 5.10 in Section 2 – Universal Terms and Conditions of these Terms, we will add 6% administration charge to our fees.

2. Governing law: complaints and disputes 2.1 Clause 14.15 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following clauses: 2.2 through to 2.4 of this Section. 2.2 Any dispute or claim arising from or in connection with these Terms will be governed by, and construed in accordance with, Dutch law. 2.3 A Complaints and Dispute Settlement Scheme for the Notarial Profession (Klachten-en Geschillenregeling Notariaat) applies to the services provided by civil-law notaries of Osborne Clarke N.V. The scheme is available at www.knb.nl, the website of the Royal Dutch Association of Civil-law Notaries (KNB). 2.4 Subject to section 2.3 above, the courts in Amsterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

3. Rules of Professional Conduct and Practice Regulation for civil-law notaries 3.1 Civil-law notaries of Osborne Clarke N.V. must comply with all applicable rules of professional conduct and practice regulation. These rules are explained in the brochure ‘Spelregels voor notaris en consument’ (in Dutch). This brochure can be found at www.knb.nl and will be provided upon request.

18 Section 10 Additional Osborne Clarke Terms and Conditions

Where you instruct us in Hong Kong the following Additional Practitioners Ordinance (Cap. 159 of the laws of Hong Terms apply. Kong); or 3.2.4 in any other case, to less than such minimum amount as 1. Compliance with Regulatory Requirements may be required in the circumstances under law relevant Money laundering identity evidence to the claim, in which case such minimum amount shall be deemed substituted for the amount that would 1.1 Clause 3 of Section 2 – Universal Terms and Conditions otherwise apply. of these Terms will be amended to include the following clause 1.2 of this Section. 4. Insider lists 1.2 For the purposes of the Personal Data (Privacy) Ordinance (Cap. 486 of the laws of Hong Kong), please ensure that all 4.1 Clause 11.1 of Section 2 – Universal Terms and Conditions such people are made aware of such enquiries. of these Terms is supplemented to include reference to Hong Kong Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong). 2. Our services

2.1 Clause 4 of Section 2 – Universal Terms and Conditions 5. Law and regulation of these Terms will be amended to include the following clauses 2.2 to 2.7 of this Section. 5.1 Clause 14 of Section 2 – Universal Terms and Conditions of these Terms will be amended to include the following Outsourcing clauses 5.2 to 5.4 of this Section.

2.2 To enable us to provide our services to you, we work with Our advice service companies (including our company secretarial services provider, KV Corporate Services Limited, and 5.2 Please note we only advise on the laws of England and other external service providers). Wales. 2.3 Our arrangements with external service providers currently 5.3 Please note that we are not permitted to advise on the cover the provision of support services including IT, event laws of the People’s Republic of China (“Mainland China”). management, document production, business research, anti- 5.4 In view of this, our engagement in respect of the laws of money laundering/client due diligence checks, secretarial Mainland China will be based on our own research and services, travel services and facilities management. experience, and as such should not be construed or relied 2.4 Our external service providers have offices that are upon as legal advice on those laws. located in territories outside of Hong Kong. Governing law 2.5 From time to time we may need to transfer personal data that we hold to such external service providers, and/ 5.5 Clause 14.15 of Section 2 – Universal Terms and Conditions or allow such external service providers access to our IT of these Terms will be amended to include the following systems where personal data is held. clause 5.6 of this Section. 2.6 Please note that the legal regimes of some territories 5.6 These Terms and any dispute, claim or obligation outside of Hong Kong do not always offer the same (whether contractual or non-contractual) arising out of or standard of data protection as those inside Hong Kong, in connection with them, their subject matter or formation although we will ensure that your personal data is only shall be governed by the laws of England and Wales. ever treated in accordance with these Terms and our Privacy and Confidentiality Policy. 6. Complaints and dispute resolution 2.7 As described in our Privacy and Confidentiality Policy 6.1 Clause 17 of Section 2 – Universal Terms and Conditions we have entered into standard European Commission of these Terms will be amended to include the following approved data protection clauses with Osborne Clarke clauses 6.2 and 6.3 of this Section. Verein Members. 6.2 Subject to the process detailed in our complaints procedure any dispute, controversy or claim arising out of an 3. Exclusions of liability agreement to which these Terms apply, including the 3.1 Clause 6.1 of Section 2 – Universal Terms and Conditions of existence, validity, interpretation, performance, breach or these Terms is replaced by the following clause 3.2 of this termination of, or any dispute regarding non-contractual Section. obligations arising out of or relating to them shall be referred to and finally resolved by arbitration administered by the 3.2 The exclusions and limitations in these Terms, as validly Hong Kong International Arbitration Centre under the Hong varied in writing, will not operate to exclude or limit our Kong International Arbitration Administered Arbitration Rules liability: in force when the Notice of Arbitration is submitted. 3.2.1 for death or personal injury; 6.3 The seat of arbitration shall be Hong Kong. 3.2.2 for fraud or reckless disregard of professional obligations; 6.4 The number of arbitrators shall be one. 3.2.3 for liabilities which cannot lawfully be excluded or limited 6.5 The arbitration proceedings shall be conducted in English. in the jurisdiction in which any relevant claim is made, including restrictions, if any, on our right to limit our When you instruct us in the UK, Section 3 – Additional Osborne liability in Hong Kong by virtue of Section 59(2) of the Legal Clarke LLP Terms and Conditions of these Terms above will apply in its entirety instead of this Section 10.

19 Section 11 Additional Terms and Conditions for Data Sites

Please read the following terms carefully, which set out the terms 1.4 A reference to a provision of any legislation includes on which Authorised Users may access and use our data site any subordinate legislation made under it and all as (“Terms of Use”). amended, consolidated or re-enacted from time to time. If you are not an Authorised User, you are not authorised to view 1.5 A reference to a clause is to a clause of these Terms of Use. the information contained in the Data Site, and you must not 1.6 Any word or phrase introduced by the words “including”, attempt to access the Data Site. “include” or any similar word or expression is illustrative and is not intended to limit the meaning of the related 1. Definitions and Interpretation general words. 1.1 In these Terms of Use the words and expressions set out below have the following meanings: 2. Data Site “ Osborne Clarke”, “we”, “us”, “our” and “ours”: Osborne 2.1 The Data Site is operated by Osborne Clarke. Osborne Clarke LLP, a limited liability partnership registered in Clarke is regulated by the Solicitors Regulatory Authority, England and Wales, with registered number OC397443, whose rules can be found on their website: www.sra.org.uk. whose registered office is at One London Wall, London EC2Y 5EB. 3. Access to the Data Site “ Authorised User”, “you”, “your”: an individual who 3.1 If you are an Authorised User who is not a Client, your Osborne Clarke has authorised (directly or indirectly level of access to folders and Materials within the Data Site via an appointed Authorised User) to use or access the and to certain sections of the Data Site will be subject to Data Site, in some circumstances and/or for a specified limitations as imposed by us on behalf of and under the duration. An Authorised User may include a Client and/or instructions of the Client. other persons (including a Client’s professional advisors). 3.2 We will endeavour to allow uninterrupted access to the “ Client”: our client for whom the Data Site has been made Data Site, but due to the nature of electronic transmission available. of data over the internet, access to the Data Site may be “ Data Site Content”: together, the: (a) Materials uploaded suspended or restricted at any time. on to the Data Site; (b) the pages of the Data Site 3.3 We reserve the right to refuse or withdraw any Permission itself; and (c) the Index, in each case including any at any time, and without providing prior notice or downloaded versions or printed copies of them. any reason for such refusal or withdrawal, at our sole “ Data Site”: HighQ Collaborate, an online productivity discretion. In particular, if we believe that you, or others tool for Osborne Clarke and Authorised Users which with whom you are connected, have failed to comply with allows, among other functions, Materials to be shared, any of the provisions of these Terms of Use, or you or they information to be presented and work to be monitored have been in, or are in, breach of any of the Terms of Use, and executed. This includes some Osborne Clarke- we may remove Permission from you and/or to disable proprietary software code and third party data your Data Site account at any time, at our sole discretion. visualisation libraries. In the case of any of these events, you may be excluded from the Data Site and from any further access to it. “Index”: the index of Materials on the Data Site. 3.4 Osborne Clarke shall be entitled, at its sole discretion, to “ Materials”: information, documents or other materials suspend or terminate the Data Site at any time or for any deposited into, displayed or hosted on the Data Site. period. “ Participating Organisation”: (a) a Client; or (b) any other person which an Authorised User is employed or engaged 4. Osborne Clarke’s Obligations by. 4.1 Osborne Clarke may, at its sole discretion: “ Password”: the password created by each Authorised User in order to gain access to the Data Site. (a) approve individuals to be Authorised Users; “ Permission”: being authorised by us to access and use the (b) issue Authorised Users with a link to the Data Site via Data Site in accordance with the definition of “Authorised email, by which the Authorised User may activate and User” above. access its Data Site account; and “ Personal Data”: the meaning set out in the Data (c) assign each Authorised User a Permission level. Protection Act 1998 until 25 May 2018, and thereafter as 4.2 In order to grant you Permission, contact you regarding set out in EU Regulation 2016/679 (the “GDPR”) or in any the Data Site and to tailor the Data Site to you, you will laws or regulations ratifying, implementing, adopting, need to provide us with certain Personal Data, this being supplementing or replacing the GDPR, as updated, your email address. For more information about how we amended or replaced from time to time. handle and process your Personal Data please refer to our 1.2 Words in the singular include the plural and vice versa. Privacy Policy: osborneclarke.com/website-privacy. 1.3 A reference to a person or individual includes a firm, 4.3 Subject to clause 3 and valid Permission being in place, partnership, company, corporation, association, Osborne Clarke grants each Authorised User a non- organisation or trust (in each case whether or not having transferable, non-exclusive, personal licence to use Data a separate legal personality). Site for the duration necessary, as Osborne Clarke may determine at its sole discretion.

20 4.4 Osborne Clarke shall upload documents received from 5.7 If an Authorised User ceases to require access to the an Authorised User (with a request for upload) in a timely Data Site, the Authorised User (or a representative of the manner. Participating Organisation) shall notify Osborne Clarke in writing as soon as practicable, and in any event, no later than one week after the individual in question ceases to 5. Authorised User Obligations require access to the Data Site. 5.1 All Authorised Users shall comply with these Terms of 5.8 If you or we (on your instructions) deposit Materials as part Use. If you fail to do so, your Permission may be revoked of your use of the Data Site, you warrant and represent and your access to the Data Site lost, in accordance with to us that you own or control sufficient rights in those clause 3.3. Materials to do so, and for us to make them available 5.2 On being granted Permission, you will be sent an to Authorised Users of the Data Site through the Data invitation to your registered email address to log into the Site without infringing or misappropriating any third Data Site and will be required to create a Password which party’s intellectual property or other rights including should be sufficiently secure. You agree to be responsible confidentiality, proprietary or contractual rights. for all use of, and activity under, the Password linked 5.9 You further warrant and represent to us that the Materials to your Data Site account. The Password you set to gain that you post or provide to Osborne Clarke to post on the access to the Data Site, and any subsequent Password Data Site: you create for access to the Data Site, is personal to you and not transferable, and you agree to keep it strictly (a) are legal, decent and truthful; confidential and not use it to enable any third party to (b) comply with all laws and regulations; gain or share access to the Data Site. (c) are not defamatory, unreliable, misleading, harmful to 5.3 You shall notify your usual Osborne Clarke contact or minors, obscene or otherwise objectionable; and the site administrator immediately if you have reason to believe that your Password has been lost, stolen or (d) are free of harmful code, bugs, worms or viruses. disclosed to anyone else, or if you otherwise have reason to believe that the security of your Password has been compromised in any way. 6. Materials and Confidentiality 5.4 Authorised Users shall ensure that they: 6.1 Data Site Content comprise confidential information. Authorised Users must not disclose Data Site Content or any (a) keep their Password secure; other information, or any part of them, to any person who is not authorised to access them. (b) do not allow any other individual to use their Data Site account details (including the relevant email address and 6.2 Holding Materials in the Data Site will not protect them Password) to gain access to the Data Site, without the prior from the normal rules of disclosure in legal proceedings written approval of Osborne Clarke; and or from seizure by regulatory or other authorities in any jurisdiction in which the Material is held, opened or (c) treat all Data Site Content as confidential. accessible, whether permanently or temporarily. Rules of 5.5 Authorised Users shall ensure that they: legal privilege may be different in different jurisdictions. (a) do not leave their computer unlocked and/or unattended 6.3 The disclosure of any Material in the Data Site is subject for any period of time while they are logged in to the Data to these Terms of Use and any other agreement or Site; arrangement which applies to your use of the Data Site, including, any retainer, engagement letter, or terms (b) log out from the Data Site and close the browser window between us and you, or any other Authorised User. used to access the Data Site at the end of each session; 6.4 We reserve, for ourselves and on behalf of any Client, (c) do not attempt to alter, or get someone to alter, the the right to withhold any Material from the Data Site at permission levels or settings associated with their Data Site any time during the Data Site process, for confidentiality, account; commercial sensitivity or any other reason, at our sole (d) do not include or make any amendments to the Data Site discretion. Content that are defamatory, offensive or obscene; 6.5 Materials posted by Osborne Clarke on the Data Site (e) do not, or attempt to, upload any viruses or other do not constitute legal or other professional advice by malicious software into Data Site; Osborne Clarke, except where they have been created by Osborne Clarke in the course of providing legal services (f) notify Osborne Clarke if they have been given access to to a paying client. In those circumstances, Osborne any part of the Data Site by mistake; Clarke is responsible to its client only and not to any third (g) comply with all applicable laws and regulatory party and its responsibility is governed by the terms of requirements relating to their use of the Data Site; and Osborne Clarke’s retainer by the client or express letter of engagement. (h) comply with all reasonable instructions given by Osborne Clarke relating to the Data Site. 6.6 If Osborne Clarke consider that any part of any Data Site Content may expose them to the risk of complaint by any 5.6 Authorised Users shall notify Osborne Clarke immediately third party or any loss, Osborne Clarke may (at its sole if they know or suspect that there is or has been a breach discretion) block access to any or all of the Data Site and of any of the Terms of Use by any person. remove any or all of the relevant part of the Data Site Content.

21 6.7 Authorised Users shall be entitled to retain copies of Data 9.3 If you have gained access to the Data Site (howsoever Site Content to the extent that they are required to do so by gained) and you have not personally been granted law or to the extent necessary to comply with obligations Permission by us, you should immediately exit the Data Site imposed on them by an appropriate professional, and inform your usual Osborne Clarke contact or the site governing or regulatory body. administrator, detailing how you managed to gain access to the Data Site. 6.8 The obligations in this clause 6 shall survive termination or expiry of these Terms of Use. 10. Links from the Data Site 7. Updating the Data Site 10.1 Where the Data Site contains links to other websites and resources provided by third parties, these links are 7.1 We reserve the right to add Data Site Content, to amend or provided for information only. Osborne Clarke have no remove any Data Site Content, or any part of that Data Site control over the contents of those websites or resources, Content, at any time at our sole discretion. and accept no responsibility for them or for any loss or 7.2 At our sole discretion, Authorised Users may be notified of damage that may arise from the use of them. any Materials which have been added to, amended or removed from the Data Site and/or any amendments to the 11. Intellectual Property Rights Index. However, it is your responsibility to check regularly whether any Materials have been added to, amended or 11.1 Osborne Clarke are the owner or the licensee of all removed from the Data Site, whether the Index has been intellectual property rights in the Data Site (including amended and whether the functionality and/or content of software relating to the Data Site) and in the material the Data Site that is relevant to you has changed. published on it (other than Materials that an Authorised User has posted or provided to Osborne Clarke to post on an Authorised Users behalf) and you do not acquire any 8. Security right, title or interest in them. 8.1 The Data Site is a secure application which includes user 11.2 Subject to clause 6.7 and except to the extent necessary to authentication, access controls, user permissioning, 256 use the Data Site in accordance with these Terms of Use, bit SSL data encryption and a secure protected database. an Authorised User must not copy, store in any medium Although these facilities provide a high level of protection, (including in any other website), distribute, transmit, re total security of the Data Site cannot be guaranteed. transmit, broadcast, modify, show in public, systematically 8.2 Subject to clause 6.7, you will not attempt to download, extract, or commercially exploit all or any part of the scan, print, copy or otherwise capture any of the Materials Data Site (including Materials posted by Osborne Clarke) or any part of the Materials, except for the printing without Osborne Clarke’s prior written consent. of Materials for which the printing function has been 11.3 If third party software is required for you to access or use enabled. You will not attempt to circumvent the security the Data Site, you must obtain a licence of such software settings on the Data Site or any Data Site Content by using at your own expense and at your own risk. any personal or third party software or any other methods nor will you instruct or allow others to do so. 12. No representation or warranty 8.3 You will not introduce any computer virus, Trojan horse, worm or other destructive or harmful code to the Data Site 12.1 Where the Materials have been prepared to assist or the systems on which the Data Site is held. bidders in making their own evaluation of a prospective transaction with a Client, no representation is given 8.4 Except where you are logged in via the wireless network that the Materials are all-inclusive or contain all the in an Osborne Clarke office or via the Osborne Clarke VPN information that may be desirable or required in order to (Pulse Secure), after a period of inactivity (of 30 minutes or properly evaluate a potential transaction. more), you will automatically be logged out of the Data Site and required to repeat the log-in process. 12.2 No representation or warranty, express or implied, is given by us, a Client and/or any Authorised Users as to the accuracy or completeness of the Materials or any 9. Unauthorised access opinion or projections expressed in the Materials or any 9.1 If you gain access (howsoever gained) to any section other document or information supplied, or which may be of the Data Site to which you know or suspect, or should supplied at any time. reasonably have known or suspected, that you should not have gained access to, you must immediately exit such 13. Liability section and inform your usual Osborne Clarke contact or the site administrator of that unauthorised access. You will 13.1 We do not guarantee that the Data Site will be fault-free immediately delete or return to us (at our discretion) any and do not accept liability for any (or damage caused by copies of any Material or Data Site Content gained in this any) faults, errors or omissions. We do not accept liability way. for any information which is extracted and subsequently used by you or others through you for any purpose. 9.2 You shall not divulge the fact of the unauthorised access or any information gained as a result to any other person, 13.2 All warranties, conditions and other terms implied by except where required to do so by an order of a court or statute or common law are excluded from these Terms of other competent body, in which case you shall inform your Use. usual Osborne Clarke contact or the site administrator accordingly.

22 13.3 The Data Site is intended to facilitate the effective sharing 14. Third party products of Materials between Authorised Users. Osborne Clarke is 14.1 Where you request that we synchronise a third party not responsible for Data Site Content, except as set out in product with a Data-Site, unless otherwise agreed, we clause 6.5. cannot, and will not, accept liability from use of that third 13.4 Due to the nature of electronic transmission of data over party product (or its integration with the Data-Site). the internet, any liability we may have for any losses or 14.2 Unless otherwise agreed, we cannot, and will not, be in a claims arising from an inability to access the Data Site, position to make a technical assessment of any third party or reliance on the data transmitted using the Data Site, is product you ask us to synchronise, including whether it is excluded. suitable for your requirements and incorporates adequate 13.5 In no event shall we be liable for any losses that may be information security measures. Unless otherwise agreed, suffered in connection with access to, or use of or reliance we are also unable to make any assessment as to whether on, the Data Site, or any of the Data Site Content, or for any the third party’s terms and conditions permit you to use non-availability of the Data Site. This includes liability for the relevant product in the manner requested. any: 14.3 You will indemnify us against any claim (and the costs (a) indirect loss and consequential loss; associated with any such claim) that we have breached a third party’s terms of use, or the third party’s intellectual (b) loss of profit; property rights, by including any requested functionality (c) loss of use; within a Data-Site. (d) loss or corruption of data; 14.4 Third parties do not always guarantee the location of the data centres that are used as part of their services. Where (e) financial losses; you ask us to synchronise a third party product with a (f) loss of business; Data-Site, you confirm that you are comfortable with how and where data will be stored as part of using the third (g) loss of opportunity; party product. You will also indemnify us against any claim (or fine imposed) that results from us facilitating (h) loss of anticipated savings; the third party product; including a claim that we have (i) loss of goodwill or reputation; and breached any individual’s rights under applicable data protection legislation. (j) any other loss or damage (direct or indirect) howsoever caused, 15. Cookies even if the damage was foreseeable, whether in contract, 15.1 If you click a box which says “Remember me on this tort or otherwise arising out of or in connection with computer” upon setting your Password on, or logging into, these Terms of Use, except where that liability cannot be the Data Site, we may place a cookie on your computer’s excluded by law. hard disc. Cookies are small data files which collect 13.6 You shall assume all risks, and we shall not be responsible certain information about you, including the fact that or liable for: you are an Authorised User, and will enable you to enter the Data Site without having to repeat the log in process (a) the disclosure, distribution or replacement of the every time. You are not obliged to accept cookies and can Materials; change your internet browser settings to reject or delete (b) loss or damage to the Materials, including where caused cookies. by: (i) a distributed denial of service attack; (ii) viruses; or 15.2 For further information on how cookies may be removed (iii) other technologically harmful material that may infect from your system, please visit your browser’s “help” menu, computer equipment, computer programs, data or other and for further more information about how we handle proprietary material; and process Personal Data please refer to our Privacy (c) loss or damage arising out of or in connection with any Policy: osborneclarke.com/website-privacy. access to or use of the Data Site, or due to downloading of any Materials posted in it or on any website linked to it; 16. Governing Law and Jurisdiction and 16.1 These Terms of Use and any dispute, claim or obligation (d) loss or damage caused to you or any Authorised User (whether contractual or non-contractual) arising out of of the Data Site by: (i) harmful code; or (ii) use by third or in connection with them, their subject matter or their parties of the Materials, whether or not authorised by you, formation shall be governed by English law. us or any Authorised User of the Data Site. 16.2 It is irrevocably agreed that the English courts shall 13.7 We do not give any warranty that the Data Site is free from have exclusive jurisdiction to settle any dispute or claim viruses or anything else which may have a harmful effect (whether contractual or non-contractual) arising out of or on any technology. in connection with these Terms of Use, their subject matter 13.8 Nothing in this clause 13 excludes Osborne Clarke’s or their formation. liability for death or personal injury resulting from its negligence or for fraud or fraudulent misrepresentation or any other liability which cannot be excluded under applicable law.

23 17. Miscellaneous 17.1 Osborne Clarke may update these Terms of Use from time to time. Any updated Terms of Use will be available on the Data Site. 17.2 Authorised Users should check for any updates that are made to these Terms of Use from time to time, and by using the Data Site Authorised Users agree to be bound by them. 17.3 Authorised Users may not assign, transfer or otherwise deal with in any other manner any right, benefit or interest under these Terms of Use, or subcontract any of their obligations under it, without the prior written consent of Osborne Clarke. 17.4 No failure or delay by Osborne Clarke to enforce or exercise any right or remedy under these Terms of Use or by law shall be deemed to be a waiver of that or any other right or remedy, nor shall it operate so as to bar the enforcement or exercise of that or any other right or remedy at any time subsequently. Any waiver of any breach of these Terms of Use shall not be deemed to be a waiver of any subsequent breach. 17.5 If any provision of these Terms of Use is held to be unlawful, invalid or unenforceable, that provision shall be deemed severed and the validity and enforceability of the remaining provisions of these Terms shall not be affected.

24 25 Notes

26 27 Osborne Clarke is the business name for an international legal practice and its associated businesses. Full details here: osborneclarke.com/verein/

Law stated correct as at December 2019